GRIFFON CORP 10-Q

Item 1 – Financial Statements GRIFFON CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) (Unaudited) March 31, 2024 September 30, 2023 CURRENT ASSETS Cash and equivalents $ 123,030 $ 102,889 Accounts receivable, net of allowances of $ 11,567 and $ 11,264 349,818 312,432 Inventories 443,970 507,130 Prepaid and other current assets 65,196 57,139 Assets held for sale 24,172 — Assets of discontinued operations 980 1,001 Total Current Assets 1,007,166 980,591 PROPERTY, PLANT AND EQUIPMENT, net 267,337 279,218 OPERATING LEASE RIGHT-OF-USE ASSETS 168,252 169,942 GOODWILL 327,864 327,864 INTANGIBLE ASSETS, net 625,202 635,243 OTHER ASSETS 23,805 21,731 ASSETS OF DISCONTINUED OPERATIONS 4,104 4,290 Total Assets $ 2,423,730 $ 2,418,879 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ 8,152 $ 9,625 Accounts payable 143,152 116,646 Accrued liabilities 174,247 193,098 Current portion of operating lease liabilities 33,433 32,632 Liabilities of discontinued operations 2,753 7,148 Total Current Liabilities 361,737 359,149 LONG-TERM DEBT, net 1,577,208 1,459,904 LONG-TERM OPERATING LEASE LIABILITIES 145,295 147,224 OTHER LIABILITIES 132,063 132,708 LIABILITIES OF DISCONTINUED OPERATIONS 5,241 4,650 Total Liabilities 2,221,544 2,103,635 COMMITMENTS AND CONTINGENCIES - See Note 21 SHAREHOLDERS’ EQUITY Total Shareholders’ Equity 202,186 315,244 Total Liabilities and Shareholders’ Equity $ 2,423,730 $ 2,418,879 The accompanying notes to condensed consolidated financial statements are an integral part of these statements. 1 Table of Contents GRIFFON CORPORATION CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY For the Three and Six Months Ended March 31, 2024 and 2023 (Unaudited) COMMON STOCK CAPITAL IN EXCESS OF PAR VALUE RETAINED EARNINGS TREASURY SHARES ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) DEFERRED COMPENSATION (in thousands) SHARES PAR VALUE SHARES COST TOTAL Balance at September 30, 2023 84,746 $ 21,187 $ 662,680 $ 281,516 31,684 $ ( 577,686 ) $ ( 70,010 ) $ ( 2,443 ) $ 315,244 Net income — — — 42,177 — — — — 42,177 Dividend — — — ( 7,825 ) — — — — ( 7,825 ) Shares withheld on employee taxes on vested equity awards — — — — 221 ( 11,604 ) — — ( 11,604 ) Amortization of deferred compensation — — — — — — — 520 520 Common stock acquired — — — — 1,634 ( 70,543 ) — — ( 70,543 ) Equity awards granted, net — — ( 3,383 ) — ( 180 ) 3,383 — — — ESOP allocation of common stock — — 1,550 — — — — — 1,550 Stock-based compensation — — 5,028 — — — — — 5,028 Other comprehensive income, net of tax — — — — — — 10,475 — 10,475 Balance at December 31, 2023 84,746 $ 21,187 $ 665,875 $ 315,868 33,359 $ ( 656,450 ) $ ( 59,535 ) $ ( 1,923 ) $ 285,022 Net income — — — 64,143 — — — — 64,143 Dividend — — — ( 7,289 ) — — — — ( 7,289 ) Shares withheld on employee taxes on vested equity awards — — — — 375 ( 22,722 ) — — ( 22,722 ) Amortization of deferred compensation — — — — — — — 586 586 Common stock acquired — — — — 1,803 ( 118,964 ) — — ( 118,964 ) Equity awards granted, net — — ( 9,492 ) — ( 428 ) 9,492 — — — ESOP allocation of common stock — — 2,484 — — — — — 2,484 Stock-based compensation — — 3,849 — — — — — 3,849 SEC filing fees — — ( 27 ) — — — — — ( 27 ) Other comprehensive loss, net of tax — — — — — — ( 4,896 ) — ( 4,896 ) Balance at March 31, 2024 84,746 $ 21,187 $ 662,689 $ 372,722 35,109 $ ( 788,644 ) $ ( 64,431 ) $ ( 1,337 ) $ 202,186 2 Table of Contents COMMON STOCK CAPITAL IN EXCESS OF PAR VALUE RETAINED EARNINGS TREASURY SHARES ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) DEFERRED COMPENSATION (in thousands) SHARES PAR VALUE SHARES COST TOTAL Balance at September 30, 2022 84,746 $ 21,187 $ 627,982 $ 344,060 27,682 $ ( 420,116 ) $ ( 82,738 ) $ ( 12,805 ) $ 477,570 Net income — — — 48,702 — — — — 48,702 Dividend — — — ( 6,145 ) — — — — ( 6,145 ) Shares withheld on employee taxes on vested equity awards — — — — 345 ( 12,734 ) — — ( 12,734 ) Amortization of deferred compensation — — — — — — — 571 571 Equity awards granted, net — — ( 7,082 ) — ( 467 ) 7,082 — — — ESOP allocation of common stock — — 1,127 — — — — — 1,127 Stock-based compensation — — 5,538 — — — — — 5,538 Other comprehensive income, net of tax — — — — — — 12,219 — 12,219 Balance at December 31, 2022 84,746 $ 21,187 $ 627,565 $ 386,617 27,560 $ ( 425,768 ) $ ( 70,519 ) $ ( 12,234 ) $ 526,848 Net loss — — — ( 62,255 ) — — — — ( 62,255 ) Dividend — — — ( 5,714 ) — — — — ( 5,714 ) Shares withheld on employee taxes on vested equity awards — — — — 21 ( 254 ) — — ( 254 ) Amortization of deferred compensation — — — — — — — 570 570 Equity awards granted, net — — ( 617 ) — ( 40 ) 617 — — — ESOP allocation of common stock — — 1,207 — — — — — 1,207 Stock-based compensation — — 5,296 — — — — — 5,296 Other comprehensive income, net of tax — — — — — — 2,613 — 2,613 Balance at March 31, 2023 84,746 $ 21,187 $ 633,451 $ 318,648 27,541 $ ( 425,405 ) $ ( 67,906 ) $ ( 11,664 ) $ 468,311 The accompanying notes to condensed consolidated financial statements are an integral part of these statements. 3 Table of Contents GRIFFON CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in thousands, except per share data) (Unaudited) Three Months Ended March 31, Six Months Ended March 31, 2024 2023 2024 2023 Revenue $ 672,880 $ 710,984 $ 1,316,033 $ 1,360,368 Cost of goods and services 402,215 516,492 808,727 932,051 Gross profit 270,665 194,492 507,306 428,317 Selling, general and administrative expenses 157,217 160,301 310,020 313,021 Intangible asset impairment — 100,000 — 100,000 Total operating expenses 157,217 260,301 310,020 413,021 Income (loss) from operations 113,448 ( 65,809 ) 197,286 15,296 Other income (expense) Interest expense ( 26,149 ) ( 24,879 ) ( 51,448 ) ( 49,527 ) Interest income 637 236 1,061 340 Gain on sale of building 11 — 558 10,852 Other, net 626 293 1,258 900 Total other expense, net ( 24,875 ) ( 24,350 ) ( 48,571 ) ( 37,435 ) Income (loss) before taxes 88,573 ( 90,159 ) 148,715 ( 22,139 ) Provision (benefit) for income taxes 24,430 ( 27,904 ) 42,395 ( 8,586 ) Net income (loss) $ 64,143 $ ( 62,255 ) $ 106,320 $ ( 13,553 ) Basic earnings (loss) per common share $ 1.34 $ ( 1.17 ) $ 2.20 $ ( 0.26 ) Basic weighted-average shares outstanding 47,946 53,038 48,365 52,809 Diluted earnings (loss) per common share $ 1.28 $ ( 1.17 ) $ 2.10 $ ( 0.26 ) Diluted weighted-average shares outstanding 49,931 53,038 50,714 52,809 Dividends paid per common share $ 0.15 $ 0.10 $ 0.30 $ 0.20 Net income (loss) $ 64,143 $ ( 62,255 ) $ 106,320 $ ( 13,553 ) Other comprehensive income (loss), net of taxes: Foreign currency translation adjustments ( 7,199 ) 334 3,039 12,271 Pension and other post retirement plans 531 746 1,063 1,608 Change in cash flow hedges 1,772 1,533 1,477 953 Total other comprehensive income (loss), net of taxes ( 4,896 ) 2,613 5,579 14,832 Comprehensive income (loss), net $ 59,247 $ ( 59,642 ) $ 111,899 $ 1,279 The accompanying notes to condensed consolidated financial statements are an integral part of these statements. 4 Table of Contents GRIFFON CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) Six Months Ended March 31, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 106,320 $ ( 13,553 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 29,903 34,367 Stock-based compensation 12,674 13,335 Intangible asset impairments — 100,000 Asset impairment charges - restructuring 8,482 59,118 Provision for losses on accounts receivable 904 343 Amortization of debt discounts and issuance costs 2,113 2,045 Deferred income tax provision (benefit) — ( 25,744 ) Gain on sale of assets and investments ( 1,075 ) ( 10,852 ) Increase in accounts receivable ( 33,503 ) ( 19,431 ) Decrease in inventories 56,250 64,582 (Increase) decrease in prepaid and other assets ( 5,766 ) 3,451 Increase (decrease) in accounts payable, accrued liabilities, income taxes payable and operating lease liabilities 7,979 ( 51,409 ) Other changes, net 1,579 5,384 Net cash provided by operating activities 185,860 161,636 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment ( 33,289 ) ( 11,837 ) Payments related to sale of business — ( 2,568 ) Proceeds from the sale of property, plant and equipment 1,272 11,834 Net cash used in investing activities ( 32,017 ) ( 2,571 ) CASH FLOWS FROM FINANCING ACTIVITIES: Dividends paid ( 21,676 ) ( 12,824 ) Purchase of shares for treasury ( 222,421 ) ( 12,989 ) Proceeds from long-term debt 179,500 45,419 Payments of long-term debt ( 67,184 ) ( 119,110 ) Other, net ( 262 ) ( 127 ) Net cash used in financing activities ( 132,043 ) ( 99,631 ) The accompanying notes to condensed consolidated financial statements are an integral part of these statements. 5 Table of Contents GRIFFON CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) Six Months Ended March 31, 2024 2023 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in operating activities ( 3,273 ) ( 2,598 ) Net cash used in discontinued operations ( 3,273 ) ( 2,598 ) Effect of exchange rate changes on cash and equivalents 1,614 ( 1,428 ) NET INCREASE IN CASH AND EQUIVALENTS 20,141 55,408 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 102,889 120,184 CASH AND EQUIVALENTS AT END OF PERIOD $ 123,030 $ 175,592 The accompanying notes to condensed consolidated financial statements are an integral part of these statements. 6 Table of Contents GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) (Unless otherwise indicated, references to years or year-end refer to Griffon’s fiscal period ending September 30) NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION About Griffon Corporation Griffon Corporation (the “Company”, “Griffon”, "we" or "us") is a diversified management and holding company that conducts business through wholly-owned subsidiaries. Griffon oversees the operations of its subsidiaries, allocates resources among them and manages their capital structures. Griffon provides direction and assistance to its subsidiaries in connection with acquisition and growth opportunities, as well as in connection with divestitures. In order to further diversify, Griffon also seeks out, evaluates and, when appropriate, will acquire additional businesses that offer potentially attractive returns on capital. The Company was founded in 1959, is a Delaware corporation headquartered in New York, N.Y. and is listed on the New York Stock Exchange (NYSE:GFF). Griffon conducts its operations through two reportable segments: • Home and Building Products ("HBP") conducts its operations through Clopay Corporation ("Clopay"). Founded in 1964, Clopay is the largest manufacturer and marketer of garage doors and rolling steel doors in North America. Residential and commercial sectional garage doors are sold through professional dealers and leading home center retail chains throughout North America under the brands Clopay, Ideal, and Holmes. Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the Cornell and Cookson brands. • Consumer and Professional Products (“CPP”) is a leading global provider of branded consumer and professional tools; residential, industrial and commercial fans; home storage and organization products; and products that enhance indoor and outdoor lifestyles. CPP sells products globally through a portfolio of leading brands including AMES, since 1774, Hunter, since 1886, True Temper, and ClosetMaid. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information, and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all the information and footnotes required by US GAAP for complete financial statements. As such, they should be read together with Griffon’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023, which provides a more complete explanation of Griffon’s accounting policies, financial position, operating results, business, properties and other matters. In the opinion of management, these financial statements reflect all adjustments considered necessary for a fair statement of interim results. Griffon’s businesses are seasonal; for this and other reasons, the financial results of the Company for any interim period are not necessarily indicative of the results for the full year. The condensed consolidated balance sheet information at September 30, 2023 was derived from the audited financial statements included in Griffon’s Annual Report on Form 10-K for the year ended September 30, 2023. The condensed consolidated financial statements include the accounts of Griffon and all subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Certain amounts in prior years may have been reclassified to conform to the current year presentation. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. These estimates may be adjusted due to changes in economic, industry or customer financial conditions, as well as changes in technology or demand. Significant estimates include expected loss allowances for credit losses and returns, net realizable value of inventories, restructuring reserves, valuation of goodwill and intangible assets, assumptions associated with pension benefit obligations and income or 7 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) expenses, useful lives associated with depreciation and amortization of intangible and fixed assets, warranty reserves, sales incentive accruals, assumption associated with stock based compensation valuation, income taxes and tax valuation reserves, environmental reserves, legal reserves, insurance reserves, the valuation of assets and liabilities of discontinued operations and the accompanying disclosures. These estimates are based on management’s best knowledge of current events and actions Griffon may undertake in the future. Actual results may ultimately differ from these estimates. NOTE 2 – FAIR VALUE MEASUREMENTS The carrying values of cash and equivalents, accounts receivable, accounts and notes payable, and revolving credit and variable interest rate debt approximate fair value due to either the short-term nature of such instruments or the fact that the interest rate of the revolving credit and variable rate debt is based upon current market rates. Applicable accounting guidance establishes a fair value hierarchy requiring the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. The accounting guidance establishes three levels of inputs that may be used to measure fair value, as follows: • Level 1 inputs are measured and recorded at fair value based upon quoted prices in active markets for identical assets. • Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities. • Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. On March 31, 2024, the fair values of Griffon’s 2028 Senior Notes and Term Loan B facility approximated $ 950,406 and $ 459,574 , respectively. Fair values were based upon quoted market prices (level 1 inputs). Insurance contracts with values of $ 4,671 at March 31, 2024 are measured and recorded at fair value based upon quoted prices in active markets for similar assets (level 2 inputs) and are included in Prepaid and other current assets and $ 634 is included in other assets on the Consolidated Balance Sheets. Items Measured at Fair Value on a Recurring Basis In the normal course of business, Griffon’s operations are exposed to the effects of changes in foreign currency exchange rates related to inventory purchases. To manage these risks, Griffon may enter into various derivative contracts such as foreign currency exchange contracts, including forwards and options. As of March 31, 2024, Griffon entered into several such contracts in order to lock into a foreign currency rate for planned settlements of trade liabilities payable in U.S. dollars. At March 31, 2024, Griffon had $ 38,500 of Australian dollar contracts at a weighted average rate of $ 1.48 which qualified for hedge accounting (level 2 inputs). These hedges were all deemed effective as cash flow hedges with gains and losses related to changes in fair value deferred and recorded in Accumulated other comprehensive income (loss) ("AOCI") and Prepaid and other current assets, or Accrued liabilities, until settlement. Upon settlement, gains and losses are recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) in Cost of goods and services ("COGS"). AOCI included deferred gains of $ 1,388 ($ 972 , net of tax) at March 31, 2024. Upon settlement, losses of $ 215 and gains of $ 310 were recorded in COGS during the three months and six months ended March 31, 2024. All contracts expire in 30 to 150 days. At March 31, 2024, Griffon had $ 49,500 of Chinese Yuan contracts at a weighted average rate of $ 6.93 which qualified for hedge accounting (level 2 inputs). These hedges were all deemed effective as cash flow hedges with gains and losses related to changes in fair value deferred and recorded in AOCI and Prepaid and other current assets, or Accrued liabilities, until 8 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) settlement. Upon settlement, gains and losses are recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) in COGS. AOCI included deferred losses of $ 925 ($ 675 , net of tax) at March 31, 2024. Upon settlement, losses of $ 564 and $ 1,200 were recorded in COGS during the three months and six months ended March 31, 2024. All contracts expire in 3 to 365 days. At March 31, 2024, Griffon had $ 8,130 of Canadian dollar contracts at a weighted average rate of $ 1.35 . The contracts, which protect Canadian operations from currency fluctuations for U.S. dollar based purchases, do not qualify for hedge accounting. For the three and six months ended March 31, 2024, fair value gains (losses) of $ 38 and $( 65 ), respectively, were recorded to Other liabilities and to Other income for the outstanding contracts, based on similar contract values (level 2 inputs). Realized gains of $ 2 and $ 26 were recorded in Other income during the three months and six months ended March 31, 2024 for all settled contracts. All contracts expire in 30 to 509 days. NOTE 3 – REVENUE The Company recognizes revenue when performance obligations identified under the terms of contracts with its customers are satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service, or a bundle of goods or services, to the customer, and is the unit of accounting. A contract with a customer is an agreement which both parties have approved, that creates enforceable rights and obligations, has commercial substance and with respect to which payment terms are identified and collectability is probable. Once the Company has entered into a contract or purchase order, it is evaluated to identify performance obligations. For each performance obligation, revenue is recognized when control of the promised products is transferred to the customer, or services are satisfied under the contract or purchase order, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services (the transaction price). The Company’s performance obligations are recognized at a point in time related to the manufacture and sale of a broad range of products and components, and revenue is recognized when title, and risk and rewards of ownership, have transferred to the customer, which is generally upon shipment. For a complete explanation of Griffon’s revenue accounting policies, this note should be read in conjunction with Griffon’s Annual Report on Form 10-K for the year ended September 30, 2023. See Note 12 - Business Segments for revenue from contracts with customers disaggregated by end markets, segments and geographic location. NOTE 4 – INVENTORIES Inventories are stated at the lower of cost (first-in, first-out or average cost) or net realizable value. The following table details the components of inventory: At March 31, 2024 At September 30, 2023 Raw materials and supplies $ 92,740 $ 127,342 Work in process 16,594 12,070 Finished goods 334,636 367,718 Total $ 443,970 $ 507,130 In connection with the Company's restructuring activities described in Note 16, Restructuring Charges, during the six months ended March 31, 2024, CPP recorded an impairment charge of $ 8,482 to adjust inventory to its net realizable value. 9 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) NOTE 5 – PROPERTY, PLANT AND EQUIPMENT The following table details the components of property, plant and equipment, net: At March 31, 2024 At September 30, 2023 Land, building and building improvements $ 140,457 $ 169,923 Machinery and equipment 455,176 447,972 Leasehold improvements 34,905 33,740 630,538 651,635 Accumulated depreciation ( 363,201 ) ( 372,417 ) Total $ 267,337 $ 279,218 Depreciation and amortization expense for property, plant and equipment was $ 9,499 and $ 11,601 for the quarters ended March 31, 2024 and 2023, respectively, and $ 18,766 and $ 23,090 for the six months ended March 31, 2024 and 2023, respectively. Depreciation included in Selling, general and administrative ("SG&A") expenses was $ 4,095 and $ 4,646 for the quarters ended March 31, 2024 and 2023, respectively, and $ 8,094 and $ 8,885 for the six months ended March 31, 2024 and 2023, respectively. Remaining components of depreciation, attributable to manufacturing operations, are included in Cost of goods and services. In connection with the expansion of CPP's global sourcing strategy announced on May 3, 2023, certain owned manufacturing locations which ceased operations have met the criteria to be classified as held for sale as of March 31, 2024. The net book value of these properties as of March 31, 2024 totaled $ 24,172 . Except as described in Note 16, Restructuring charges, no event or indicator of impairment occurred during the six months ended March 31, 2024 which would require additional impairment testing of property, plant and equipment. NOTE 6 – CREDIT LOSSES The Company is exposed to credit losses primarily through sales of products and services. Trade receivables are recorded at their stated amount, less allowances for discounts, credit losses and returns. The Company’s expected loss allowance methodology for trade receivables is primarily based on the aging method of the accounts receivables balances and the financial condition of its customers. The allowances represent estimated uncollectible receivables associated with potential customer defaults on contractual obligations (usually due to customers’ potential insolvency), discounts related to early payment of accounts receivables by customers and estimates for returns. The allowance for credit losses includes amounts for certain customers in which a risk of default has been specifically identified, as well as an amount for customer defaults, based on a formula, when it is determined the risk of some default is probable and estimable, but cannot yet be associated with specific customers. Allowance for discounts and returns are recorded as a reduction of revenue and the provision related to the allowance for credit losses is recorded in SG&A expenses. The Company also considers current and expected future economic and market conditions when determining any estimate of credit losses. Generally, estimates used to determine the allowance are based on assessment of anticipated payment and all other historical, current and future information that is reasonably available. All accounts receivable amounts are expected to be collected in less than one year. Based on a review of the Company's policies and procedures across all segments, including the aging of its trade receivables, recent write-off history and other factors related to future macroeconomic conditions, Griffon determined that its method to determine credit losses and the amount of its allowances for bad debts is in accordance with the accounting guidance for credit losses on financial instruments, including trade receivables, in all material respects. The following table provides a roll-forward of the allowance for doubtful accounts, including provisions for expected credit losses that is deducted from gross accounts receivable to present the net amount expected to be collected: 10 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) Six months ended March 31, 2024 2023 Beginning Balance, October 1 $ 11,264 $ 12,137 Provision for expected credit losses 904 2,395 Amounts written off charged against the allowance ( 636 ) ( 723 ) Other, primarily foreign currency translation 35 ( 554 ) Ending Balance, March 31 $ 11,567 $ 13,255 NOTE 7 – GOODWILL AND OTHER INTANGIBLES Indicators of impairment were not present for any of Griffon's reporting units during the six months ended March 31, 2024. The following table provides a summary of the carrying value of goodwill by segment as of September 30, 2023 and March 31, 2024, as follows: Home and Building Products $ 191,253 Consumer and Professional Products 136,611 Total $ 327,864 The following table provides the gross carrying value and accumulated amortization for each major class of intangible assets: At March 31, 2024 At September 30, 2023 Gross Carrying Amount Accumulated Amortization Average Life (Years) Gross Carrying Amount Accumulated Amortization Customer relationships & other $ 447,152 $ 124,198 23 $ 443,164 $ 113,057 Technology and patents 16,663 4,304 13 15,504 3,815 Total amortizable intangible assets 463,815 128,502 458,668 116,872 Trademarks 289,889 — 293,447 — Total intangible assets $ 753,704 $ 128,502 $ 752,115 $ 116,872 The gross carrying amount of intangible assets was impacted by $ 1,589 related to favorable foreign currency translation. Amortization expense for intangible assets was $ 5,581 and $ 5,653 for the quarters ended March 31, 2024 and 2023, respectively, and $ 11,137 and $ 11,277 for the six months ended March 31, 2024 and 2023, respectively. Amortization expense for the remainder of 2024 and the next five fiscal years and thereafter, based on current intangible balances and classifications, is estimated as follows: remaining in 2024 - $ 11,037 ; 2025 - $ 22,174 ; 2026 - $ 22,174 ; 2027 - $ 22,174 ; 2028 - $ 22,174 ; 2029 - $ 21,354 ; thereafter $ 214,226 . 11 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) NOTE 8 – INCOME TAXES During the quarter ended March 31, 2024, the Company recognized a tax provision of $ 24,430 on income before taxes of $ 88,573 , compared to a tax benefit of $ 27,904 on a loss before taxes of $ 90,159 in the prior year quarter. The current year quarter results included strategic review costs - retention and other of $ 2,676 ($ 1,997 , net of tax); restructuring charges of $ 2,401 ($ 1,769 , net of tax); gain on sale of building of $ 11 ($ 9 , net of tax); and discrete and certain other tax benefits, net, that affect comparability of $ 390 . The prior year quarter results included strategic review - retention and other of $ 6,190 ($ 4,658 , net of tax); restructuring charges of $ 78,334 ($ 58,529 , net of tax); intangible asset impairment charges of $ 100,000 ($ 74,256 , net of tax); proxy expenses of $ 614 ($ 471 , net of tax); and discrete and certain other tax benefits, net, that affect comparability of $ 8,723 . Excluding these items, the effective tax rates for the quarters ended March 31, 2024 and 2023 were 27.9 % and 29.5 %, respectively. During the six months ended March 31, 2024, the Company recognized a tax provision of $ 42,395 on income before taxes of $ 148,715 , compared to a tax benefit of $ 8,586 on a loss before taxes of $ 22,139 in the comparable prior year period. The six month period ended March 31, 2024 included restructuring charges of $ 14,801 ($ 10,982 , net of tax); strategic review - retention and other of $ 7,334 ($ 5,497 , net of tax); gain on sale of building of $ 558 ($ 415 , net of tax); and discrete and certain other tax provisions, net, that affect comparability of $ 393 . The six month period ended March 31, 2023 included restructuring charges of $ 78,334 ($ 58,529 , net of tax); Strategic review - retention and other of $ 14,422 ($ 10,880 , net of tax); gain on the sale of building $ 10,852 ($ 8,323 , net of tax); intangible asset impairment charges of $ 100,000 ($ 74,256 , net of tax); proxy expenses of $ 2,117 ($ 1,624 , net of tax); and discrete tax and certain other tax benefits, net, that affect comparability of $ 9,056 . Excluding these items, the effective tax rates for the six months ended March 31, 2024 and 2023 were 27.9 % and 29.4 %, respectively. 12 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) NOTE 9 – LONG-TERM DEBT At March 31, 2024 At September 30, 2023 Outstanding Balance Original Issuer Premium/(Discount) Capitalized Fees & Expenses Balance Sheet Coupon Interest Rate Outstanding Balance Original Issuer Premium/(Discount) Capitalized Fees & Expenses Balance Sheet Coupon Interest Rate Senior notes due 2028 (a) $ 974,775 $ 194 ( 7,910 ) $ 967,059 5.75 % $ 974,775 $ 218 $ ( 8,920 ) $ 966,073 5.75 % Term Loan B due 2029 (b) 459,000 ( 837 ) ( 6,378 ) 451,785 Variable 463,000 ( 922 ) ( 7,039 ) 455,039 Variable Revolver due 2028 (b) 169,500 — ( 3,232 ) 166,268 Variable 50,445 — ( 3,606 ) 46,839 Variable Non US lines of credit (d) — — ( 9 ) ( 9 ) Variable — — ( 3 ) ( 3 ) Variable Other long term debt (e) 279 — ( 22 ) 257 Variable 1,592 — ( 11 ) 1,581 Variable Totals 1,603,554 ( 643 ) ( 17,551 ) 1,585,360 1,489,812 ( 704 ) ( 19,579 ) 1,469,529 less: Current portion ( 8,152 ) — — ( 8,152 ) ( 9,625 ) — — ( 9,625 ) Long-term debt $ 1,595,402 $ ( 643 ) $ ( 17,551 ) $ 1,577,208 $ 1,480,187 $ ( 704 ) $ ( 19,579 ) $ 1,459,904 Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Effective Interest Rate Cash Interest Amort. Debt (Premium)/Discount Amort. Debt Issuance Costs & Other Fees Total Interest Expense Effective Interest Rate Cash Interest Amort. Debt (Premium)/Discount Amort. Debt Issuance Costs & Other Fees Total Interest Expense Senior notes due 2028 (a) 6.0 % $ 14,012 $ ( 12 ) $ 505 $ 14,505 6.0 % $ 14,012 $ ( 12 ) $ 505 $ 14,505 Term Loan B due 2029 (b) 8.2 % 9,027 42 331 9,400 7.5 % 8,737 43 352 9,132 Revolver due 2028 (b) Variable 2,231 — 187 2,418 Variable 673 — 122 795 Finance lease - real estate (c) n/a — — — — 5.6 % 174 — — 174 Non US lines of credit (d) Variable 14 — 4 18 Variable 205 — 12 217 Other long term debt (e) Variable 115 — 1 116 Variable 64 — 1 65 Capitalized interest ( 308 ) — — ( 308 ) ( 9 ) — — ( 9 ) Totals $ 25,091 $ 30 $ 1,028 $ 26,149 $ 23,856 $ 31 $ 992 $ 24,879 13 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) Six Months Ended March 31, 2024 Six Months Ended March 31, 2023 Effective Interest Rate Cash Interest Amort. Debt (Premium)/Discount Amort. Debt Issuance Costs & Other Fees Total Interest Expense Effective Interest Rate Cash Interest Amort. Debt (Premium)/Discount Amort. Debt Issuance Costs & Other Fees Total Interest Expense Senior notes due 2028 (a) 6.0 % $ 28,024 $ ( 24 ) $ 1,010 $ 29,010 6.0 % $ 28,024 $ ( 24 ) $ 1,010 $ 29,010 Term Loan B due 2029 (b) 8.2 % 18,244 85 661 18,990 7.0 % 16,545 86 703 17,334 Revolver due 2028 (b) Variable 3,139 — 373 3,512 Variable 2,017 — 245 2,262 Finance lease - real estate (c) n/a — — — — 5.6 % 352 — — 352 Non US lines of credit (d) Variable 14 — 8 22 Variable 360 — 25 385 Non US term loans (d) Variable — — — — Variable — — — — Other long term debt (e) Variable 417 — 1 418 Variable 194 — 1 195 Capitalized interest ( 504 ) — — ( 504 ) ( 11 ) — — ( 11 ) Totals $ 49,334 $ 61 $ 2,053 $ 51,448 $ 47,481 $ 62 $ 1,984 $ 49,527 14 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) (a) During 2020, Griffon issued, at par, $ 1,000,000 of 5.75 % Senior Notes due 2028 (the “2028 Senior Notes”). Proceeds from the 2028 Senior Notes were used to redeem $ 1,000,000 of 5.25 % Senior Notes due 2022. In connection with the issuance and exchange of the 2028 Senior Notes, Griffon capitalized $ 16,448 of underwriting fees and other expenses incurred, which is being amortized over the term of such notes. During 2022, Griffon purchased $ 25,225 of 2028 Senior Notes in the open market at a weighted average discount of 91.82 % of par, or $ 23,161 . As of March 31, 2024, outstanding 2028 Senior Notes due totaled $ 974,775 ; interest is payable semi-annually on March 1 and September 1. The 2028 Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. The 2028 Senior Notes were registered under the Securities Act of 1933, as amended (the "Securities Act") via exchange offer. The fair value of the 2028 Senior Notes approximated $ 950,406 on March 31, 2024 based upon quoted market prices (level 1 inputs). At March 31, 2024, $ 7,910 of underwriting fees and other expenses incurred remained to be amortized. (b) On August 1, 2023, Griffon amended and restated its Credit Agreement (as amended, "Credit Agreement"). The amendment increased the maximum borrowing availability on its revolving credit facility from $ 400,000 to $ 500,000 (the "Revolver") and extended the maturity date of the Revolver from March 22, 2025 to August 1, 2028. In the event the 2028 Senior Notes are not repaid, refinanced, or replaced prior to December 1, 2027, the Revolver will mature on December 1, 2027. The amendment also modified certain other provisions of the Credit Agreement, including increasing the letter of credit sub-facility under the Revolver from $ 100,000 to $ 125,000 and increasing the customary accordion feature from a minimum of $ 375,000 to a minimum of $ 500,000 . The Revolver also includes a multi-currency sub-facility of $ 200,000 . Borrowings under the Revolver may be repaid and re-borrowed at any time. Interest is payable on borrowings at either a Secured Overnight Financing Rate ("SOFR"), Sterling Overnight Index Average ("SONIA") or base rate benchmark rate, plus an applicable margin, which adjusts based on financial performance. Griffon's SOFR loans accrue interest at Term SOFR plus a credit adjustment spread and a margin of 2.00 % ( 7.43 % at March 31, 2024); SONIA loans accrue interest at SONIA Base Rate plus a credit adjustment spread and a margin of 2.00 % ( 7.22 % at March 31, 2024); and base rate loans accrue interest at prime rate plus a margin of 1.00 % ( 9.50 % at March 31, 2024). At March 31, 2024, under the Revolver, there were $ 169,500 in outstanding borrowings; outstanding standby letters of credit were $ 12,962 ; and $ 317,538 was available, subject to certain loan covenants, for borrowing at that date. On January 24, 2022, Griffon amended and restated its Credit Agreement to provide for a new $ 800,000 Term Loan B facility, due January 24, 2029, in addition to the Revolver. The Term Loan B accrues interest at the Term SOFR rate plus a credit adjustment spread with a floor of 0.50 %, and a spread of 2.25 % ( 7.70 % as of March 31, 2024). The Term Loan B was issued at 99.75 % of par value. In connection with this amendment, Griffon capitalized $ 15,466 of underwriting fees and other expenses incurred, which are being amortized over the term of the loan. The Term Loan B facility requires nominal quarterly principal payments of $ 2,000 , potential additional annual principal payments based on a percentage of excess cash flow and certain secured leverage thresholds starting with the fiscal year ending September 30, 2023; and a final balloon payment due at maturity. At September 30, 2023, Griffon's secured leverage remained below the threshold set forth in the Credit Agreement that would, if exceeded, require Griffon to make an additional payment, and therefore no additional annual principal payment was required. Term Loan B borrowings may generally be repaid without penalty but may not be re-borrowed. During 2023 and 2022, Griffon prepaid $ 25,000 and $ 300,000 , respectively, aggregate principal amount of the Term Loan B, which permanently reduced the outstanding balance. In connection with the prepayment of the Term Loan B, Griffon recognized a charge of $ 437 and $ 6,296 on the prepayment of debt in 2023 and 2022, respectively. The charges were comprised of write-offs of underwriting fees and other expenses of $ 386 and $ 5,575 for 2023 and 2022, respectively, and the original issue discount of $ 51 and $ 721 for 2023 and 2022, respectively. The Term Loan B facility is subject to the same affirmative and negative covenants that apply to the Revolver (as described below), but is not subject to any financial maintenance covenants. Term Loan B borrowings are secured by the same collateral as the Revolver on an equal and ratable basis. The fair value of the Term Loan B facility approximated $ 459,574 on March 31, 2024 based upon quoted market prices (level 1 inputs). At March 31, 2024, $ 6,378 of underwriting fees and other expenses incurred, remained to be amortized. At March 31, 2024, $ 459,000 of the Term Loan B was outstanding. 15 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) The Revolver has certain financial maintenance tests including a maximum total leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio, as well as customary affirmative and negative covenants and events of default. The negative covenants place limits on Griffon's ability to, among other things, incur indebtedness, incur liens, and make restricted payments and investments. Both the Revolver and Term Loan B borrowings under the Credit Agreement are guaranteed by Griffon’s material domestic subsidiaries and are secured, on a first priority basis, by substantially all domestic assets of the Company and the guarantors, and a pledge of not greater than 65 % of the equity interest in Griffon’s material, first-tier foreign subsidiaries. (c) On September 28, 2023, the Company closed on the exercise of its lease purchase option, as permitted under the lease agreement, to acquire ownership of the manufacturing facility located in Ocala, Florida for a cash purchase price of $ 23,207 . The Ocala lease had a maturity date in 2025 and bore interest at a fixed rate of approximately 5.6 %. As a result of exercising the purchase option, the Company no longer has any future lease obligations related to this real estate. The remaining lease liability balance relates to finance equipment leases. Refer to Note 20-Leases for further details. (d) In November 2012, Garant G.P. (“Garant”), a Griffon wholly owned subsidiary, entered into a CAD 15,000 revolving credit facility. Effective in December 2023, the facility was amended to replace the Canadian Dollar Offer Rate with the Canadian Overnight Repo Rate Average ("CORRA"). The facility accrues interest at CORRA or the Canadian Bankers Acceptance Rate plus 1.3 % per annum ( 6.30 % using CORRA and 6.35 % using the Canadian Bankers Acceptance Rate as of March 31, 2024). The revolving facility matures in December 2024, but is renewable upon mutual agreement with the lender. Garant is required to maintain a certain minimum equity. At March 31, 2024, there were no outstanding borrowings under the revolving credit facility with CAD 15,000 ($ 11,039 as of March 31, 2024) available. During 2023, Griffon Australia Holdings Pty Ltd and its Australian subsidiaries (collectively, "Griffon Australia") amended its AUD 15,000 receivable purchase facility to AUD 30,000 . The receivable purchase facility was renewed in 2024 and now matures in March 2025, but is renewable upon mutual agreement with the lender. The receivable purchase facility accrues interest at BBSY (Bank Bill Swap Rate) plus 1.25 % per annum ( 5.55 % at March 31, 2024). At March 31, 2024, there was no balance outstanding under the receivable purchase facility with AUD 30,000 ($ 19,575 as of March 31, 2024) available. The receivable purchase facility is secured by substantially all of the assets of Griffon Australia and its subsidiaries. Griffon Australia is required to maintain a certain minimum equity level. In July 2018, the AMES Companies UK Ltd and its subsidiaries (collectively, "Ames UK") entered into a GBP 14,000 term loan, GBP 4,000 mortgage loan and GBP 5,000 revolver, which matured in July 2023. Prior to maturity, on June 30, 2023, AMES UK paid off and cancelled the GBP 14,000 term loan and GBP 4,000 mortgage loan. The payoff amounts were GBP 7,525 ($ 9,543 ) and GBP 2,451 ($ 3,108 ), respectively. Upon maturity in July 2023, the GBP 5,000 revolver had no balance and was not renewed. (e) In February 2024, Griffon repaid in full a loan with the Pennsylvania Industrial Development Authority. The balance in other long-term debt consists primarily of finance leases. At March 31, 2024, Griffon and its subsidiaries were in compliance with the terms and covenants of all credit and loan agreements. NOTE 10 — SHAREHOLDERS’ EQUITY AND EQUITY COMPENSATION During the six months ended March 31, 2024, the Company paid two quarterly cash dividends of $ 0.15 per share each. During 2023, the Board of Directors approved two quarterly cash dividends of $ 0.10 per share and two quarterly cash dividends of $ 0.125 per share, totaling $ 0.45 . Additionally, on April 19, 2023, the Board of Directors declared a special cash dividend of $ 2.00 per share, paid on May 19, 2023, to shareholders of record as of the close of business on May 9, 2023. The Company currently intends to pay dividends each quarter; however, payment of dividends is determined by the Board of Directors at its discretion based on various factors, and no assurance can be provided as to the payment of future dividends. Dividends paid on shares in the ESOP were used to offset ESOP compensation expense. For all dividends, a dividend payable is established for the holders of restricted shares; such dividends will be released upon vesting of the underlying restricted shares. 16 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) On May 7, 2024, the Board of Directors declared a quarterly cash dividend of $ 0.15 per share, payable on June 20, 2024 to shareholders of record as of the close of business on May 29, 2024. On January 29, 2016, shareholders approved the Griffon Corporation 2016 Equity Incentive Plan (the "Original Incentive Plan") pursuant to which, among other things, awards of performance shares, performance units, stock options, stock appreciation rights, restricted shares, restricted stock units, deferred shares and other stock-based awards may be granted. On January 31, 2018, shareholders approved Amendment No. 1 to the Original Incentive Plan pursuant to which, among other things, 1,000,000 shares were added to the Original Incentive Plan; on January 30, 2020, shareholders approved Amendment No. 2 to the Original Incentive Plan, pursuant to which 1,700,000 shares were added to the Original Incentive Plan; on February 17, 2022, shareholders approved the Amended and Restated 2016 Equity Incentive Plan (the “Amended Incentive Plan”), which amended and restated the Original Incentive Plan and pursuant to which, among other things, 1,200,000 shares were added to the Original Incentive Plan; and on March 20, 2024, shareholders approved an amendment to add 2,600,000 shares to the Amended Incentive Plan. Options granted under the Amended Incentive Plan may be either “incentive stock options” or nonqualified stock options, generally expire ten years after the date of grant and are granted at an exercise price of not less than 100 % of the fair market value at the date of grant. The maximum number of shares of common stock available for award under the Amended Incentive Plan is 8,850,000 ( 600,000 of which may be issued as incentive stock options), plus (i) any shares that were reserved for issuance under the Original Incentive Plan as of the effective date of the Original Incentive Plan, and (ii) any shares underlying awards outstanding on such date under the 2011 Incentive Plan that were subsequently canceled or forfeited. As of March 31, 2024, there were 2,377,532 shares available for grant. Compensation expense for restricted stock and restricted stock units is recognized ratably over the required service period based on the fair value of the grant, calculated as the number of shares or units granted multiplied by the stock price on the date of grant, and for performance shares, including performance units, the likelihood of achieving the performance criteria. The Company recognizes forfeitures as they occur. Compensation expense for restricted stock granted to four senior executives is calculated as the maximum number of shares granted, upon achieving certain performance criteria, multiplied by the stock price as valued by a Monte Carlo Simulation Model. Compensation cost related to stock-based awards with graded vesting, generally over a period of three to four years , is recognized using the straight-line attribution method and recorded within SG&A expenses. The following table summarizes the Company’s compensation expense relating to all stock-based incentive plans: For the Three Months Ended March 31, For the Six Months Ended March 31, 2024 2023 2024 2023 Restricted stock $ 3,849 $ 5,296 $ 8,877 $ 10,834 ESOP 2,408 1,297 3,797 2,501 Total stock-based compensation $ 6,257 $ 6,593 $ 12,674 $ 13,335 During the first quarter of 2024, Griffon granted 174,104 shares of restricted stock and restricted stock units ("RSUs"). This includes 166,272 shares of restricted stock and 7,832 RSUs granted to 43 executives and key employees, subject to certain performance conditions, with a vesting period of thirty-six months and a total fair value of $ 8,225 , or a weighted average fair value of $ 47.24 per share. During the second quarter of 2024, Griffon granted 403,997 shares of restricted stock and RSUs. This includes 387,222 shares of restricted stock granted to four senior executives with a vesting period of thirty-three months and a two-year post-vesting holding period, subject to the achievement of certain performance conditions relating to required levels of return on invested capital and the relative total shareholder return of Griffon's common stock as compared to a market index. So long as the minimum performance conditions are attained, the amount of shares that can vest will range from a minimum of 64,539 to a maximum of 387,222 , with the target number of shares being 129,074 . The total fair value of these restricted shares, assuming achievement of the performance conditions at target, is $ 12,181 , or a weighted average fair value of $ 94.37 per share. This also includes 16,775 shares of restricted stock granted to non-employee directors of Griffon with a vesting period of one-year and a fair value of $ 1,210 , or a weighted average fair value of $ 72.13 per share. During the six months ended March 31, 2024, 570,269 shares granted were issued out of treasury stock. 17 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) On April 19, 2023, the Company's Board of Directors approved a $ 200,000 increase to Griffon's share repurchase program to $ 257,955 from the prior unused board authorizations of $ 57,955 . Also, on November 15, 2023, Griffon announced that the Board of Directors approved an additional increase of $ 200,000 to its share repurchase authorization. Under the authorized share repurchase program, the Company may, from time to time, purchase shares of its common stock in the open market, including pursuant to a 10b5-1 plan, pursuant to an accelerated share repurchase program or issuer tender offer, or in privately negotiated transactions. Share repurchases during the quarter and six months ended March 31, 2024 totaled 1,803,424 shares and 3,437,878 shares of common stock, respectively, for a total of $ 117,384 and $ 187,024 , respectively, or an average of $ 65.09 per share and $ 54.40 per share, respectively. This includes the repurchase of 1,500,000 shares of common shares by the Company on February 20, 2024 pursuant to a stock purchase and cooperation agreement executed by the Company and Voss Value Master Fund, L.P., Voss Value-Oriented Special Situations Fund, L.P and four separately managed accounts of which Voss Capital, LLC is the investment manager, in a private transaction. The purchase price per share was $ 65.50 , for an aggregate purchase price of $ 98,250 . As of March 31, 2024, $ 120,158 remains under these Board authorized repurchase programs. During the quarter and six months ended March 31, 2024, 374,700 and 595,929 shares, respectively, with a market value of $ 22,722 , or $ 60.64 per share and $ 34,326 , or $ 57.60 per share, respectively, were withheld to settle employee taxes due upon the vesting of restricted stock, and were added to treasury stock. During the quarter and six months ended March 31, 2024, $ 715 and $ 1,411 , respectively, were accrued for excise taxes for share repurchases and vesting of restricted stock. As of March 31, 2024, $ 2,712 was accrued for excise taxes for share repurchases. NOTE 11 – EARNINGS PER SHARE (EPS) Basic EPS was calculated by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted EPS was calculated by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding plus additional common shares that could be issued in connection with stock-based compensation. The following table is a reconciliation of the share amounts (in thousands) used in computing earnings per share: Three Months Ended March 31, Six Months Ended March 31, 2024 2023 2024 2023 Common shares outstanding 49,637 57,205 49,637 57,205 Unallocated ESOP shares ( 131 ) ( 933 ) ( 131 ) ( 933 ) Non-vested restricted stock ( 2,337 ) ( 3,113 ) ( 2,337 ) ( 3,113 ) Impact of weighted average shares 777 ( 121 ) 1,196 ( 350 ) Weighted average shares outstanding - basic 47,946 53,038 48,365 52,809 Incremental shares from stock-based compensation 1,985 — 2,349 — Weighted average shares outstanding - diluted 49,931 53,038 50,714 52,809 Anti-dilutive restricted stock excluded from diluted EPS computation — 2,326 — 2,525 Shares of the ESOP that have been allocated to employee accounts are treated as outstanding in determining earnings per share. 18 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) NOTE 12 – BUSINESS SEGMENTS Griffon reports its operations through two reportable segments, as follows: • Home and Building Products ("HBP") conducts its operations through Clopay. Founded in 1964, Clopay is the largest manufacturer and marketer of garage doors and rolling steel doors in North America. Residential and commercial sectional garage doors are sold through professional dealers and leading home center retail chains throughout North America under the brands Clopay, Ideal, and Holmes. Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the Cornell and Cookson brands. • Consumer and Professional Products (“CPP”) is a leading global provider of branded consumer and professional tools; residential, industrial and commercial fans; home storage and organization products; and products that enhance indoor and outdoor lifestyles. CPP sells products globally through a portfolio of leading brands including AMES, since 1774, Hunter, since 1886, True Temper, and ClosetMaid. Information on Griffon’s reportable segments is as follows: For the Three Months Ended March 31, For the Six Months Ended March 31, REVENUE 2024 2023 2024 2023 Home and Building Products $ 392,062 $ 396,659 $ 787,853 $ 793,232 Consumer and Professional Products 280,818 314,325 528,180 567,136 Total revenue $ 672,880 $ 710,984 $ 1,316,033 $ 1,360,368 Disaggregation of Revenue Revenue from contracts with customers is disaggregated by end markets, segments and geographic location, as it more accurately depicts the nature and amount of the Company’s revenue. The following table presents revenue disaggregated by end market and segment: Three Months Ended March 31, Six Months Ended March 31, 2024 2023 2024 2023 Residential repair and remodel $ 188,529 $ 185,149 $ 375,070 $ 375,879 Commercial 170,740 176,243 347,733 345,757 Residential new construction 32,793 35,267 65,050 71,596 Total Home and Building Products 392,062 396,659 787,853 793,232 Residential repair and remodel 97,044 103,403 173,108 185,109 Retail 73,511 97,903 142,789 166,400 Residential new construction 13,676 11,698 27,681 24,185 Industrial 16,372 19,083 31,149 36,176 International excluding North America 80,215 82,238 153,453 155,266 Total Consumer and Professional Products 280,818 314,325 528,180 567,136 Total Consolidated Revenue $ 672,880 $ 710,984 $ 1,316,033 $ 1,360,368 19 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) The following table presents revenue disaggregated by geography based on the location of the Company's customer: For the Three Months Ended March 31, 2024 2023 HBP CPP Total HBP CPP Total United States $ 375,326 $ 183,142 $ 558,468 $ 378,341 $ 212,385 $ 590,726 Europe 1 18,353 18,354 — 19,070 19,070 Canada 14,413 16,363 30,776 15,406 21,570 36,976 Australia — 57,030 57,030 — 56,585 56,585 All other countries 2,322 5,930 8,252 2,912 4,715 7,627 Consolidated revenue $ 392,062 $ 280,818 $ 672,880 $ 396,659 $ 314,325 $ 710,984 For the Six Months Ended March 31, 2024 2023 HBP CPP Total HBP CPP Total United States $ 754,954 $ 334,314 $ 1,089,268 $ 757,641 $ 366,052 $ 1,123,693 Europe 109 23,598 23,707 16 23,766 23,782 Canada 29,181 37,391 66,572 30,761 44,686 75,447 Australia — 121,901 121,901 — 122,802 122,802 All other countries 3,609 10,976 14,585 4,814 9,830 14,644 Consolidated revenue $ 787,853 $ 528,180 $ 1,316,033 $ 793,232 $ 567,136 $ 1,360,368 Griffon evaluates performance and allocates resources based on segment adjusted EBITDA and adjusted EBITDA, non-GAAP measures, which is defined as income (loss) before taxes, excluding interest income and expense, depreciation and amortization, strategic review charges, non-cash impairment charges, restructuring charges, gain/loss from debt extinguishment and acquisition related expenses, as well as other items that may affect comparability, as applicable. Segment adjusted EBITDA also excludes unallocated amounts, mainly corporate overhead. Griffon believes this information is useful to investors for the same reason. The following table provides a reconciliation of segment and adjusted EBITDA to income (loss) before taxes: 20 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) For the Three Months Ended March 31, For the Six Months Ended March 31, 2024 2023 2024 2023 Segment adjusted EBITDA: Home and Building Products $ 128,924 $ 131,871 $ 253,643 $ 256,016 Consumer and Professional Products 20,121 19,635 25,660 17,826 Segment adjusted EBITDA 149,045 151,506 279,303 273,842 Unallocated amounts, excluding depreciation * ( 14,814 ) ( 14,630 ) ( 28,721 ) ( 28,406 ) Adjusted EBITDA 134,231 136,876 250,582 245,436 Net interest expense ( 25,512 ) ( 24,643 ) ( 50,387 ) ( 49,187 ) Depreciation and amortization ( 15,080 ) ( 17,254 ) ( 29,903 ) ( 34,367 ) Restructuring charges ( 2,401 ) ( 78,334 ) ( 14,801 ) ( 78,334 ) Gain on sale of building 11 — 558 10,852 Strategic review - retention and other ( 2,676 ) ( 6,190 ) ( 7,334 ) ( 14,422 ) Proxy expenses — ( 614 ) — ( 2,117 ) Intangible asset impairment — ( 100,000 ) — ( 100,000 ) Income (loss) before taxes $ 88,573 $ ( 90,159 ) $ 148,715 $ ( 22,139 ) * Unallocated amounts typically include general corporate expenses not attributable to a reportable segment. For the Three Months Ended March 31, For the Six Months Ended March 31, DEPRECIATION and AMORTIZATION 2024 2023 2024 2023 Segment: Home and Building Products $ 3,772 $ 3,811 $ 7,405 $ 7,657 Consumer and Professional Products 11,171 13,303 22,228 26,430 Total segment depreciation and amortization 14,943 17,114 29,633 34,087 Corporate 137 140 270 280 Total consolidated depreciation and amortization $ 15,080 $ 17,254 $ 29,903 $ 34,367 For the Three Months Ended March 31, For the Six Months Ended March 31, 2024 2023 2024 2023 CAPITAL EXPENDITURES Segment: Home and Building Products $ 12,525 $ 3,605 $ 23,033 $ 5,673 Consumer and Professional Products 6,368 3,474 10,117 6,132 Total segment 18,893 7,079 33,150 11,805 Corporate 66 32 139 32 Total consolidated capital expenditures $ 18,959 $ 7,111 $ 33,289 $ 11,837 21 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) ASSETS At March 31, 2024 At September 30, 2023 Segment assets: Home and Building Products $ 706,622 $ 703,661 Consumer and Professional Products (1) 1,579,941 1,579,588 Total segment assets 2,286,563 2,283,249 Corporate 132,083 130,339 Total assets 2,418,646 2,413,588 Discontinued operations 5,084 5,291 Consolidated total $ 2,423,730 $ 2,418,879 ___________________ (1) In connection with the expansion of CPP's global sourcing strategy, certain owned manufacturing locations which ceased operations have met the criteria to be classified as held for sale as of March 31, 2024. The net book value of these properties as of March 31, 2024 totaled $ 24,172 . NOTE 13 – EMPLOYEE BENEFIT PLANS Defined benefit pension expense (income) included in Other Income (Expense), net was as follows: Three Months Ended March 31, Six Months Ended March 31, 2024 2023 2024 2023 Interest cost $ 1,889 $ 1,826 $ 3,777 $ 3,651 Expected return on plan assets ( 2,543 ) ( 2,554 ) ( 5,086 ) ( 5,107 ) Amortization: Recognized actuarial loss 689 945 1,378 1,889 Net periodic expense $ 35 $ 217 $ 69 $ 433 The Hunter Fan Pension Plan (the "Plan") was terminated with an effective date of April 30, 2024. This was communicated to Plan participants in February 2024. The Plan is fully funded and the Company does not anticipate making an additional funding contribution as of the benefit distribution date. The benefit distribution date will be determined once the Company receives approval from certain regulatory agencies. NOTE 14 – RECENT ACCOUNTING PRONOUNCEMENTS In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. This standard expands disclosures regarding a public entity’s reportable segments and requires additional information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. The standard does not change the definition of operating segments. This standard is effective for the Company beginning with our fiscal year 2025, with early adoption permitted. The Company is currently evaluating the potential changes to its reportable segment disclosures and related impact on its business and financial reporting processes and information technology systems. The Company does not expect the adoption of this standard to have an impact on its financial position, results of operations, or cash flows. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosure. The standard requires significant additional disclosures focused on income taxes paid and the rate reconciliation table. Specifically, the amendments in the standard require the Company to disclose disaggregated: (1) income taxes paid by federal, state, and foreign taxes, (2) pre-tax income between domestic and foreign, and (3) income tax expense by federal, state and 22 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) foreign tax expense. The standard also requires the Company to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. This standard is effective for the Company beginning with our fiscal year 2026, with retrospective application permitted. The Company is currently evaluating the potential changes to its income tax disclosures and related impact on its financial reporting processes and information technology systems. The Company does not expect the adoption of this standard to have an impact on its financial position, results of operations, or cash flows. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements, and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. NOTE 15 – DISCONTINUED OPERATIONS At March 31, 2024 and September 30, 2023, Griffon’s liabilities for discontinued operations primarily relate to insurance claims, income taxes, product liability, warranty and environmental reserves, and total $ 7,994 and $ 11,798 , respectively. The following amounts summarize the total assets and liabilities which have been segregated from Griffon’s continuing operations, and are reported as assets and liabilities of discontinued operations in the Condensed Consolidated Balance Sheets: At March 31, 2024 At September 30, 2023 Assets of discontinued operations: Prepaid and other current assets $ 980 $ 1,001 Other long-term assets 4,104 4,290 Total assets of discontinued operations $ 5,084 $ 5,291 Liabilities of discontinued operations: Accrued liabilities, current $ 2,753 $ 7,148 Other long-term liabilities 5,241 4,650 Total liabilities of discontinued operations $ 7,994 $ 11,798 There was no reported revenues or costs in the six months ended March 31, 2024 and 2023 for discontinued operations. NOTE 16 – RESTRUCTURING CHARGES In response to changing market conditions, Griffon announced in May 2023 that CPP is expanding its global sourcing strategy to include long handled tools, material handling, and wood storage and organization product lines. By transitioning these product lines to an asset-light structure, CPP’s operations will be better positioned to serve customers with a more flexible and cost-effective sourcing model that leverages supplier relationships around the world, while improving its competitive positioning in a post-pandemic marketplace. The global sourcing strategy expansion is expected to be complete by the end of calendar 2024. By that time, CPP expects to have reduced its facility footprint by approximately 1.2 million square feet, or approximately 15 % of CPP's square footage, and its headcount by approximately 600 . Manufacturing Operations have ceased at all affected sites: Camp Hill and Harrisburg, PA; Fairfield, IA; Grantsville, MD; and four wood mills. The closed locations, which have a total net book value of $ 24,172 , have met the held for sale criteria and have been classified as such on our Balance Sheet as of March 31, 2024. Implementation of this strategy over the duration of the project will result in charges of $ 120,000 to $ 130,000 , including $ 50,000 to $ 55,000 of cash charges for employee retention and severance, operational transition, and facility and lease exit costs, and $ 70,000 to $ 75,000 of non-cash charges primarily related to asset write-downs. Capital investment in the range of $ 3,000 to $ 5,000 will also be required. These costs exclude cash proceeds from the sale of real estate and equipment, which are expected to largely offset the cash charges, and also exclude inefficiencies due to duplicative labor costs and absorption impacts during transition. 23 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) In the quarter ended March 31, 2024, CPP incurred pre-tax restructuring and related exit costs comprised of cash charges totaling $ 2,401 . The cash charges included $ 482 for one-time termination benefits and other personnel-related costs and $ 1,919 for facility exit costs. In the six months ended March 31, 2024, CPP incurred pre-tax restructuring and related exit costs approximating $ 14,801 , comprised of cash charges totaling $ 6,319 and non-cash, asset-related charges totaling $ 8,482 . The cash charges included $ 2,329 for one-time termination benefits and other personnel-related costs and $ 3,990 for facility exit costs. Non-cash charges of $ 8,482 were recorded to adjust inventory to net realizable value. In both the quarter and six months ended March 31, 2023, CPP incurred pre-tax restructuring and related exit costs approximating $ 78,334 . During both the quarter and six months ended March 31, 2023, cash charges totaled $ 19,216 and non-cash, asset-related charges totaled $ 59,118 ; the cash charges included $ 8,050 for one-time termination benefits and other personnel-related costs and $ 11,166 for facility exit costs. Non-cash charges included a $ 22,018 impairment charge related to certain fixed assets at several manufacturing locations and $ 37,100 to adjust inventory to net realizable value. A summary of the restructuring and other related charges included in Cost of goods and services and SG&A expenses in the Company's Condensed Consolidated Statements of Operations were as follows: For the Three Months Ended March 31, For the Six Months Ended March 31, 2024 2023 2024 2023 Cost of goods and services $ 1,334 $ 74,645 $ 12,980 $ 74,645 Selling, general and administrative expenses 1,067 3,689 1,821 3,689 Total restructuring charges $ 2,401 $ 78,334 $ 14,801 $ 78,334 For the Three Months Ended March 31, For the Six Months Ended March 31, 2024 2023 2024 2023 Personnel related costs $ 482 $ 8,050 $ 2,329 $ 8,050 Facilities, exit costs and other 1,919 11,166 3,990 11,166 Non-cash facility and other — 59,118 8,482 59,118 Total $ 2,401 $ 78,334 $ 14,801 $ 78,334 24 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) The following tables summarizes the accrued liabilities of the Company's restructuring actions for the six months ended March 31, 2024 and 2023: Cash Charges Non-Cash Personnel related costs Facilities & Exit Costs Facility and Other Costs (1) Total Accrued liability at September 30, 2023 $ 14,107 $ 5,551 $ — $ 19,658 Q1 Restructuring charges 1,847 2,071 8,482 12,400 Q1 Cash payments ( 7,215 ) ( 3,362 ) — ( 10,577 ) Q1 Non-cash charges — — ( 8,482 ) ( 8,482 ) Accrued liability at December 31, 2023 $ 8,739 $ 4,260 $ — $ 12,999 Q2 Restructuring charges 482 1,919 — 2,401 Q2 Cash payments ( 608 ) ( 1,919 ) — ( 2,527 ) Accrued liability at March 31, 2024 $ 8,613 $ 4,260 $ — $ 12,873 ___________________ (1) Non-cash charges in Facility and Other Costs represent non-cash impairment charges to adjust inventory to net realizable value. Cash Charges Non-Cash Personnel related costs Facilities & Exit Costs Facility and Other Costs (2) Total Accrued liability at September 30, 2022 $ 386 $ 264 $ — $ 650 Q1 Cash payments ( 74 ) ( 93 ) — ( 167 ) Accrued liability at December 31, 2022 $ 312 $ 171 $ — $ 483 Q2 Restructuring charges 8,050 11,166 59,118 78,334 Q2 Cash payments ( 244 ) ( 1,883 ) — ( 2,127 ) Q2 Non-cash charges — — ( 59,118 ) ( 59,118 ) Accrued liability at March 31, 2023 $ 8,118 $ 9,454 $ — $ 17,572 ___________________ (2) Non-cash charges in Facility and Other Costs represent the non-cash impairment charges related to certain fixed assets at several manufacturing sites and to adjust inventory to net realizable value. NOTE 17 – OTHER INCOME (EXPENSE) For the quarters ended March 31, 2024 and 2023, Other income (expense) of $ 626 and $ 293 , respectively, includes $ 179 and ($ 164 ), respectively, of net currency exchange gains (losses) in connection with the translation of receivables and payables denominated in currencies other than the functional currencies of Griffon and its subsidiaries, net periodic benefit plan expense of $ 35 and $ 217 , respectively, and net investment income of $ 29 and $ 74 , respectively. Other income (expense) also includes royalty income of $ 509 and $ 476 for the three months ended March 31, 2024 and 2023, respectively. For the six months ended March 31, 2024 and 2023, Other income (expense) of $ 1,258 and $ 900 , respectively, includes $ 191 and $( 98 ), respectively, of net currency exchange gains (losses) in connection with the translation of receivables and payables denominated in currencies other than the functional currencies of Griffon and its subsidiaries, net periodic benefit plan expense of $ 69 and $ 433 , respectively, as well as $ 85 and $ 107 , respectively, of net investment income (loss). Other income (expense) also includes rental income of $ 0 and $ 212 in the six months ended March 31, 2024 and 2023, as well as royalty income of $ 1,100 and $ 1,025 for the six months ended March 31, 2024 and 2023, respectively. 25 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) NOTE 18 – WARRANTY LIABILITY HBP and CPP offer warranties against product defects for periods generally ranging from one to ten years , with limited lifetime warranties on certain door and fan models. Typical warranties require HBP and CPP to repair or replace the defective products during the warranty period at no cost to the customer. At the time revenue is recognized, Griffon records a liability for warranty costs, estimated based on historical experience, and periodically assesses its warranty obligations and adjusts the liability as necessary. CPP offers an express limited warranty for a period of ninety days on all products from the date of original purchase unless otherwise stated on the product or packaging from the date of original purchase. Warranty costs expected to be incurred in the next 12 months are classified in accrued liabilities. Warranty costs expected to be incurred beyond one year are classified in other long-term liabilities. The short-term warranty liability was $ 14,903 as of March 31, 2024 and $ 20,781 as of September 30, 2023. The long-term warranty liability was $ 1,239 at both March 31, 2024 and September 30, 2023. Changes in Griffon’s warranty liability in accrued liabilities for the three and six months ended March 31, 2024 and 2023 were as follows: Three Months Ended March 31, Six Months Ended March 31, 2024 2023 2024 2023 Balance, beginning of period $ 15,461 $ 17,699 $ 20,781 $ 16,786 Warranties issued and changes in estimated pre-existing warranties 9,104 6,413 10,044 11,080 Actual warranty costs incurred ( 9,662 ) ( 4,011 ) ( 15,922 ) ( 7,765 ) Balance, end of period $ 14,903 $ 20,101 $ 14,903 $ 20,101 26 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) NOTE 19 – OTHER COMPREHENSIVE INCOME (LOSS) The amounts recognized in other comprehensive income (loss) were as follows: For the Three Months Ended March 31, 2024 2023 Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation adjustments $ ( 7,199 ) $ — $ ( 7,199 ) $ 334 $ — $ 334 Pension and other defined benefit plans 672 ( 141 ) 531 941 ( 195 ) 746 Cash flow hedges 2,531 ( 759 ) 1,772 2,190 ( 657 ) 1,533 Total other comprehensive income (loss) $ ( 3,996 ) $ ( 900 ) $ ( 4,896 ) $ 3,465 $ ( 852 ) $ 2,613 For the Six Months Ended March 31, 2024 2023 Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation adjustments $ 3,039 $ — $ 3,039 $ 12,271 $ — $ 12,271 Pension and other defined benefit plans 1,345 ( 282 ) 1,063 2,029 ( 421 ) 1,608 Cash flow hedges 2,110 ( 633 ) 1,477 1,361 ( 408 ) 953 Total other comprehensive income (loss) $ 6,494 $ ( 915 ) $ 5,579 $ 15,661 $ ( 829 ) $ 14,832 The components of Accumulated other comprehensive income (loss) are as follows: At March 31, 2024 At September 30, 2023 Foreign currency translation adjustments $ ( 45,684 ) $ ( 48,723 ) Pension and other defined benefit plans ( 19,602 ) ( 20,665 ) Cash flow hedges 855 ( 622 ) Total $ ( 64,431 ) $ ( 70,010 ) Amounts reclassified from accumulated other comprehensive income (loss) to income were as follows: For the Three Months Ended March 31, For the Six Months Ended March 31, Gain (Loss) 2024 2023 2024 2023 Pension amortization $ ( 689 ) $ ( 945 ) $ ( 1,378 ) $ ( 1,889 ) Cash flow hedges ( 780 ) 9 ( 891 ) 1,013 Total gain (loss) before tax $ ( 1,469 ) $ ( 936 ) $ ( 2,269 ) $ ( 876 ) Tax expense 308 197 476 184 Net of tax $ ( 1,161 ) $ ( 739 ) $ ( 1,793 ) $ ( 692 ) 27 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) NOTE 20 — LEASES The Company recognizes right-of-use ("ROU") assets and lease liabilities on the balance sheet, with the exception of leases with a term of twelve months or less. The Company determines if an arrangement is a lease at inception. The ROU assets and short and long-term liabilities associated with our Operating leases are shown as separate line items on our Condensed Consolidated Balance Sheets. Finance leases are included in property, plant, and equipment, net, other accrued liabilities, and other non-current liabilities. The Company's finance leases are immaterial. ROU assets, along with any other related long-lived assets, are periodically evaluated for impairment. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease payments primarily include rent and insurance costs (lease components). The Company's leases also include non-lease components such as real estate taxes and common-area maintenance costs. The Company elected the practical expedient to account for lease and non-lease components as a single component. In certain of the Company's leases, the non-lease components are variable and in accordance with the standard are therefore excluded from lease payments to determine the ROU asset. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Our determination of the lease term may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. For operating leases, fixed lease payments are recognized as operating lease cost on a straight-line basis over the lease term. For finance leases and impaired operating leases, the ROU asset is depreciated on a straight-line basis over the remaining lease term, along with recognition of interest expense associated with accretion of the lease liability. For leases with a lease term of 12 months or less (a "Short-term" lease), any fixed lease payments are recognized on a straight-line basis over such term, and are not recognized on the Condensed Consolidated Balance Sheets. Variable lease cost for both operating and finance leases, if any, is recognized as incurred. Components of operating lease costs are as follows: For the Three Months Ended March 31, For the Six Months Ended March 31, 2024 2023 2024 2023 Fixed $ 11,863 $ 11,373 $ 23,437 $ 22,667 Variable (a), (b) 2,436 3,246 4,910 6,018 Short-term (b) 1,081 1,844 2,662 4,048 Total $ 15,380 $ 16,463 $ 31,009 $ 32,733 ________________ (a) Primarily relates to common-area maintenance and property taxes. (b) Not recorded on the balance sheet. Supplemental cash flow information were as follows: For the Six Months Ended March 31, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 22,707 $ 19,701 Financing cash flows from finance leases 196 1,309 Total $ 22,903 $ 21,010 28 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) Supplemental Condensed Consolidated Balance Sheet information related to leases were as follows: March 31, 2024 September 30, 2023 Operating Leases: Right of use assets: Operating right-of-use assets $ 168,252 $ 169,942 Lease Liabilities: Current portion of operating lease liabilities $ 33,433 $ 32,632 Long-term operating lease liabilities 145,295 147,224 Total operating lease liabilities $ 178,728 $ 179,856 Finance Leases: Property, plant and equipment, net (1) $ 768 $ 994 Lease Liabilities: Notes payable and current portion of long-term debt $ 152 $ 280 Long-term debt, net 127 184 Total financing lease liabilities $ 279 $ 464 (1) Finance lease assets are recorded net of accumulated depreciation of $ 1,547 and $ 6,769 as of March 31, 2024 and September 30, 2023, respectively. On September 28, 2023, the Company closed on the exercise of its lease purchase option, as permitted under the lease agreement, to acquire ownership of the manufacturing facility located in Ocala, Florida for a cash purchase price of $ 23,207 . The Ocala lease had a maturity date in 2025 and bore interest at a fixed rate of approximately 5.6 %. As a result of exercising the purchase option, the Company no longer has any future lease obligations related to this real estate. The remaining lease liability balance relates to finance equipment leases. The aggregate future maturities of lease payments for operating leases and finance leases as of March 31, 2024 are as follows (in thousands): Operating Leases Finance Leases 2024(a) $ 22,572 $ 97 2025 39,545 125 2026 30,430 67 2027 25,660 6 2028 20,686 — 2029 16,284 — Thereafter 69,084 — Total lease payments $ 224,261 $ 295 Less: Imputed Interest ( 45,533 ) ( 16 ) Present value of lease liabilities $ 178,728 $ 279 (a) Excluding the six months ended March 31, 2024. 29 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) Average lease terms and discount rates at March 31, 2024 were as follows: Weighted-average remaining lease term (years): Operating leases 7.5 Finance Leases 3.3 Weighted-average discount rate: Operating Leases 6.12 % Finance Leases 6.07 % NOTE 21 — COMMITMENTS AND CONTINGENCIES Legal and environmental Peekskill Site. Lightron Corporation (“Lightron”), a wholly-owned subsidiary of Griffon, once conducted lamp manufacturing and metal finishing operations at a location in the Town of Cortlandt, New York, just outside the city of Peekskill, New York (the “Peekskill Site”). ISC Properties, Inc. (“ISCP”), a wholly-owned subsidiary of Griffon, owned the Peekskill Site for approximately three years . ISCP sold the Peekskill Site in November 1982. Based upon studies conducted by ISCP and the New York Department of Environmental Conservation, soils and groundwater beneath the Peekskill Site contain chlorinated solvents and metals. Stream sediments downgradient from the Peekskill Site also contain metals. On May 15, 2019 the United States Environmental Protection Agency ("EPA") added the Peekskill Site to the National Priorities List under CERCLA and has since reached agreement with Lightron and ISCP pursuant to which Lightron and ISCP will perform a Remedial Investigation/Feasibility Study (“RI/FS”). Performance of the RI/FS is expected to be completed in calendar 2025. Lightron has not engaged in any operations for over three decades. ISCP functioned solely as a real estate holding company and has not held any real property for over three decades. Griffon does not acknowledge any responsibility to perform any investigation or remediation at the Peekskill Site. Lightron and ISCP are being defended by an insurance company, subject to a reservation of rights, and this insurer is paying the costs of the RI/FS. Memphis, TN site. Hunter Fan Company (“Hunter”) operated headquarters and a production plant in Memphis, TN for over 50 years (the “Memphis Site”). While Hunter completed certain on-site remediation of PCB-contaminated soils, Hunter did not investigate the extent to which PCBs existed beneath the building itself nor determine whether off-site areas had been impacted. Hunter vacated the site approximately twenty years ago, and the on-site buildings have now been demolished. The State of Tennessee Department of Environment and Conservation (“TDEC”) identified the Memphis site as being potentially contaminated, raising the possibility that site operations could have resulted in soil and groundwater contamination involving volatile organic compounds and metals. In 2021, the TDEC performed a preliminary assessment of the site and recommended to the EPA that it include the site on the National Priorities List established under CERCLA. The TDEC further recommended that the EPA fund an investigation of potential soil gas contamination in receptors near the site. The TDEC has also indicated that it will proceed with this investigation if the EPA does not act. It is unknown whether the EPA will add the Memphis Site to the National Priorities List, whether a site investigation will reveal contamination and, if there is contamination, the extent of any such contamination. However, given that certain PCB work was not completed in the past and the TDEC’s stated intent for the EPA to perform an investigation (and the statement by the TDEC that it will perform the investigation if the EPA will not), liability is probable in this matter. There are other potentially responsible parties for this site, including a former owner of Hunter; Hunter has notified such former owner of this matter, which may have certain liability for any required remediation. 30 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) If the EPA decides to add this site to the National Priorities List, a Remedial Investigation/Feasibility Study (“RI/FS”) will be required. Hunter expects that the EPA will ask it to perform this work. If Hunter does not reach an agreement with the EPA to perform this work, the EPA will implement the RI/FS on its own. Should the EPA implement the RI/FS or perform further studies and/or subsequently remediate the site without first reaching an agreement with one or more relevant parties, the EPA would likely seek reimbursement from such parties, including Hunter, for the costs incurred. General legal Griffon is subject to various laws and regulations relating to the protection of the environment and is a party to legal proceedings arising in the ordinary course of business. Management believes, based on facts presently known to it, that the resolution of the matters above and such other matters will not have a material adverse effect on Griffon’s consolidated financial position, results of operations or cash flows. 31 Table of Contents (Unless otherwise indicated, US dollars and non-US currencies are in thousands, except per share data)